Where the Wind Blows
by Psychoblue
Summary: The Scarlet Spider finds his mask stolen by a mysterious woman, giving way to a chase around the city that brings the two closer together than the hero would have thought possible.  Lilith Aensland x Ben Reilly oneshot, takes place during MVC1.


**_Author's Note: _**_This one-shot featuring one of my earliest fanpairings, from way back in Marvel vs Capcom 1: Liligan (that is, Lilith in Morrigan's body) and Ben Reilly. I had forgotten about this pairing for years until SephirothBeatrix and I started coming up with MVC pairings and I remembered this. Thanks largely due to our wacky MVC3 RP, Lilith and Ben returned to the forefront of my mind and this story came along as a result. I'm not sure just how well I'm sticking to Spider-canon, but most of the comic world of the 90s is a huge jumbled mess anyway._

_The title of this story comes from the name of Roll's theme from MVC1 onwards, for those interested._

_Enjoy, true believers!_

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As the city that never sleeps, New York was a hub for constant activity, and a prime example of what could be considered "organized chaos." Millions of people crowded into the Manhattan area 24/7 following some kind of schedule: they had to go to a meeting, or a party, or a sports game or a show. It was rare that someone was roaming the streets with no idea what to do in a city with so many things to pass the time. The catch was that while most everyone had something to do, many people prioritized what they wanted to do over what someone else wanted to do. Thus, there were often several conflicts among the residents, and all it took was the minutest of sparks for the conflict to explode into something uglier.

This sort of thing happened daily…but tonight, it was strangely quiet.

He couldn't remember how he had found himself perched next to a gargoyle on the Chrysler building. Perhaps the rare lack in criminal activity had dulled the awareness of his surroundings, as he had been focusing hard on finding some evil-doer to beat the tar out of. He had been at that perch so many times in the past that it wouldn't surprise him that he had gone there on instinct without even realizing where he was going…or at least, he thought he had been to the perch often.

_Yet another pitfall in the life and times of Ben Reilly, _the masked man thought as he felt a cold wind blow by him, which was only slightly distilled by his red bodysuit and mask, with his sleeveless blue sweatshirt providing most of the protection of the chill. _Thanks to being a clone of someone else…or thinking I was a clone of someone else, I still have no idea whether or not I've been to this perch a lot, or recently. _

At one point, Ben Reilly was just an everyday wall-crawling superhero named Peter Parker, or "Spider-man" as he was called by the press and his colleagues in crimefighting (every now and then, some fan would add the adjective "Amazing" to his work name). But at the same time, he was nameless, with no past or identity. This was due to believing that he was actually a clone of the true Peter Parker, in one of the more confusing of seemingly endless schemes by Spider-man's enemies to undermine his life. The cloning procedure used to create Ben had been so flawless, that both the original and the clone could have claim to being the real thing with all of the memories and experiences to match.

For a long time, Ben believed he was the clone, and thus took on his current alias of Ben Reilly while the "real" Peter Parker continued to live his life as he should, getting married to Mary Jane Watson while perpetually battling enemies and saving lives as Spider-man. When their beloved Aunt May fell terminally ill, Ben made his way back to New York to see her one last time…only to run into Peter Parker and make life very confusing for the both of them.

Stories about evil clones were abound in science fiction novels, with the copy trying to take the original's place in society while the original was left for dead. While a similar fear overcame Peter when they first met, it didn't take long for him and Ben to realize that all they wanted to do was live their lives as individuals. Though several trials and tribulations had put doubt in both Spider-Men as to who was the "real" Peter Parker and who the clone, the experiences and events that Ben went through after the cloning incident had shaped him into a very different person. Peter Parker, clone or not, had a loving wife and a child on the way: Ben Reilly was a vagabond that was only now returning to his home.

Ben had volunteered to take up the mantle of Spider-man full-time while Peter prepared himself to be a father, but the recent crisis of an alternate universe fusing with their own had forced Peter to quickly resume wall-crawling duties, if only for as long as the two universes were merged together. Out of respect to Peter, Ben had resumed calling himself "the Scarlet Spider" to separate him from the man who might or might not have been his clone but who he saw more as a brother and was for all intents and purposes the  
"true" Peter Parker. Besides, with all of the unknown variables from the second universe, like men who can fire off powerful beams of energy from their hands or children disguised as fighting robots, it would be better if there were two friendly neighborhood wall-crawlers as opposed to just one. Peter likely felt that way, as well, being he was reluctant to give up the role in the first place.

In a way, that made this evening a little uncomfortable for Ben, because not only was there a lack of criminal activity this evening, but a lack of superhero activity, as well. There were usually a dozen or so active superheroes in his area patrolling the streets and the skies looking for trouble, but it seemed like he was the only one around. Turning his head to the right to look at the stone gargoyle on the perch adjacent of his own, Ben spoke as if the gargoyle could hear it, since there wasn't really anyone else around to listen. "I hate to sound cliché, Bruce," Ben addressed the gargoyle by its nickname that he (or Peter, if Ben was the clone) had given it, "but I think it's a little too quiet. Normally by this hour I'm up to my hoodie in thugs, supervillains, or some miscellaneous disaster. Who would have thought the one night I can sit back and enjoy the view, I'd actually want something bad to happen?"

Bruce, of course, said nothing being that he was made of inanimate stone. There was a kid's show currently airing that featured the gargoyles of New York coming to life and kicking ass, and Ben admitted that it would be pretty cool to have Bruce fight alongside him sometime instead just sitting there for the next couple of centuries. "That would be pretty cool, huh Bruce?" Ben said as he turned away from Bruce and looked back down to the city below. "Wouldn't that be something…huh?"

Under most circumstances, Ben possessed a precognitive sensation that warned him of impending danger that he and Peter had coined as "Spider-Sense." Taking the form of either a nagging buzzing feeling or an overwhelming sensation like a punch to the back of the head, a Spider-Sense made it close to impossible for someone to sneak up on them. This time, for whatever reason, Ben's Spider-Sense didn't go off when someone hovered down in front of him, her hands folded under his chin as she was held up by what appeared to be a bed of red bats flapping madly to keep her from falling to her death.

There were quite a number of things that the Scarlet Spider found peculiar about this mystery woman. It could have been her long lavender hair that flowed like silk, or her eyes whose red irises glowed softly. It could have been her very peculiar choice of clothing, with that being a red corset/leotard hybrid and purple bat-print stockings and arm socks. It could have been the fact that she had two pairs of wings: a small pair coming from the sides of her head, and a much larger pair coming from her lower back. It could have been that she was nothing short of gorgeous, with a body that the modeling agencies down below would describe as a "perfect ten" and a beautiful face as innocent and pure as a gentle snow, with pale skin to match.

Or it could have been the fact that she successfully surprised Ben without triggering his Spider-Sense. _Let's see…she kind of matches the description of that "Morrigan" lady that Peter told me about, _Ben thought as he watched the young lady gently kick her boot-covered legs up and down, as if just watching him ponder whether or not she was a friend or enemy entertained her greatly. _Thank God I'm wearing a mask so she can't see how worried I am that she surprised me like this…or maybe the reason she didn't set off my Spider-Sense is because she wasn't a threat?_

"…can I help you, lady?" Ben finally said as the woman smiled as him bemusedly.

"Maaaaybe," the woman replied with a voice considerably younger-sounding than what the wall-crawler had been expecting. For how mature her body looked and the outrageous way she dressed, he would have expected her to sound seductive. Instead, she had a voice that sounded like someone who would have been ten years younger, like a high schooler if even THAT old. _Kids today grow up so fast, _Ben mused as the stranger floated in closer to him.

"'Maybe?' You're the one who floated in front of me looking at me like you wanted something," Ben retorted as he did his best to sound composed in the face of this unknown. "So how about you tell me what you're doing here floating on top of those poor overworked bats at this hour, or maaaaaybe I'll take you to the police so they can take you home. Do your parents know what you're doing at this hour?"

The young woman giggled lightly. "You're funny…and you have a pretty voice," she said as took one of her hands off of her chin and pointed at the wall-crawler. "I like you…I want you to play with me! It'll be so much fun!"

""Fun' depends on personal definition, lady," the Scarlet Spider retorted as the young woman hovered in closer to him with a lustful look in her eye that he'd seen countless times before. "Does your definition of fun consist of playing dodgeball, jumprope, basketball, and video games? Or does your definition of fun involve naughty things that people as charming as you shouldn't be bothering-WHOA!"

Finally, his Spider-Sense kicked in like a hammer to his brain, barely alerting him in time of the woman's bats parting from her and lunging straight for his head. At least a dozen winged rodents surrounded him, forcing Ben to jump off his perch and onto the side of the building to escape the cloud of squeaking fangs. Upon sticking to the building, a feat unique to someone with the proportionate strength, agility, speed, and adhesive tendencies of a spider, Ben lifted one of his hands and prepared to fire off a jet of web fluid…only to see that the bats weren't following him. _Huh, _Ben lifted his hand to scratch his head in confusion. _Did she just do that to tease-…uh-oh. _

Rather than scratch the surface of his red mask, Ben's finger instead brushed through his the side of his brown mullet, instantly eliciting panic in the Scarlet Spider. Sure enough, the bats a few feet below him were handing his mask over to the woman, who was looking back at him very satisfied with herself. "Let's play tag," she sang as the bats keeping her afloat suddenly all converged onto her back, where they merged together and transformed into a pair of jet boosters. "You're it! Catch me if you can!"

"HEY," Ben shouted as he lifted his hoodie and put it over his head, tightening the straps so as to protect his secret identity as the Scarlet Spider. Firing off a strand of webbing and latching it onto something sturdy, Ben launched himself off the Chrysler Building and began to pursue the woman with the fastest and most efficient method of travel he knew: swinging from building to building using his web fluid as vines. "Get back here, you thief! Man…just my luck that the prettiest thing I've seen all night tries to take stuff from me!"

Web-swinging had become one of Spider-man's trademarks over the years, and other spider-themed characters, like the Scarlet Spider himself or their mutual rival Venom, had tried to take the method of transport as their own. However, unless the wannabes also possessed a Spider-Sense that allowed them to instinctively know where to fire the next line without losing speed or falling to their death, there was no one more efficient at it than Ben and Peter. In that regard, catching up with the bat-lady and closing the gap on her head start wasn't a problem at all.

_The big thing I'm worried about is now that I'm paying attention to it, I'm remembering what else Peter told me about this "Morrigan" lady that may or may not be this mask thief, _Ben thought as he gradually gained on the woman that was jetting away from him on bat-powered rockets. _Morrigan is supposedly a succubus, a female demon that seduces men to drain their energy. If this lady is a succubus, then she could have any number of weird supernatural powers, and magic is definitely not my forte. _

Deciding that he was closing in enough for him to use his webbing, Ben prepared to fire off one of the techniques he innovated during his time as a vagabond: basketball-sized "impact webs" that would envelop opponents in web cocoons upon contact, instantly immobilizing them. If one them were to hit the woman, then she would be stopped in her tracks and fall to the ground, but Ben was confident enough to catch her once that happened.

Just as he was certain that he had a clear shot, however, Ben began to doubt himself when the woman seemed to create a duplicate of herself that began flying in a different direction! "I know what you're thinking: ol' webhead won't be able to tell the real one from the fake," Ben shouted before letting go of his webline to extend both of his hands forward. "Well, let me tell you something, gorgeous: I didn't survive all of those fights with Mysterio by luck alone!"

Firing off two strands of webbing simultaneously, Ben waited for each strand to hit its target. The first strand hit the bat-lady on the left, latching onto her leg: if Ben were simple-minded, he would have automatically guessed that was the real one. However, when the bat-lady on the right dodged the web-line and instead veered to the side, the Scarlet Spider immediately came to the conclusion that she was the genuine article. When he continued web-swinging after her, the duplicate on the left vanished and the illusion was broken through.

It wasn't uncommon for either Spider-man or the Scarlet Spider to run into enemies that could create solid duplicates of himself (ironic given how Ben Reilly himself might have been a duplicate of Peter Parker), but one thing that those foes didn't take into account was that the duplicate very rarely had a sense of self-preservation and would be more willing to take an attack than the original. It was a dead giveaway that both wall-crawlers kept in mind when dealing with that kind of ability.

The lavender-haired beauty turned her head to see that Scarlet Spider was gaining on him, and in response she lifted the mask that she pilfered from her "playmate" and teasingly dangled it in her hands. "My identity isn't a game, kiddo," Ben shouted as he watched the young lady suddenly turn around completely to face Ben, though her direction of propulsion remained the same. "You better give it back right now before I get mad and send you to your room…and take away your TV privileges!"

"You'll have to catch me first," she replied as her wings suddenly started to glow with bright pink energy. "But don't feel bad: I have some treats to give you too!" Once her wings had become almost blindingly bright, the woman unleashed a storm of glowing pink bats from her wings, each of them flapping and screeching madly as they made a beeline towards Ben. Remembering what happened the last time the lady sicced her bats on him, and realizing that these bats were much bigger and sounded much angrier, Ben deftly maneuvered through the air to avoid the storm, as if each of them were moving in slow-motion.

_Wait a second, _Ben mumbled as he dodged each of the bats as they passed by. _When she used the bats to take my mask, they triggered my Spider-Sense. How come these bats aren't doing the same when they sound buttloads more ticked off? _Taking a risk, Ben ceased his acrobatic evading of the bats and allowed one of them to clip his ankle. The impact felt solid, but there was absolutely no pain at all, like it was a harmless butterfly that crashed into his foot instead of an angry rodent.

Realizing he'd been fooled, Ben looked ahead to see that the succubus had sped far ahead of him while he had been occupied by her bats. Seeing her turn a corner around a building, the Scarlet Spider did not immediately follow down her path. Instead, he turned the opposite corner of the building she had turned at and lay in wait. No matter how fast or how many powers she had at her disposal, she was still a stranger in New York and Ben knew all of the twists and turns like the back of his hand. If she was trying to escape from him while soaring through the air, she was going to be in for a rude awakening when Ben caught her at the pass.

_Perfect, _Ben thought as he cautiously crawled across the side of the building he was latched onto, hearing the sound of the succubus' jet exhaust getting closer. _As soon as she gets close enough, I'll jump out and catch her. Once I do that, I can force her to get back down to the ground and I can get some answers as to who the heck she is and why she took my mask. _

As he heard the soft whistling sound of her jets gradually intensify, Ben took a moment to recall both his and Peter's luck with women. Before he obtained his Spider-powers, he was the textbook definition of a "nerd:" he was so nerdy that even the other nerds thought he was nerdy. For whatever reason, whether it was because obtaining his Spider-powers made him bolder or that all of that web-swinging and wall-crawling did wonders for his physique, a lot of very attractive females began vying for his attention not only as the Amazing Spider-man, but as Peter Parker.

Most of those relationships ended badly because he wasn't willing to let them into his other life, but now that Peter Parker had found happiness with Mary Jane Watson by letting her into both parts of his life, perhaps Ben Reilly could do the same with this new lady who so boldly unmasked him? He had tried to do something similar in the past with Janine Godbe, but her personal demons prevented them from finding happiness. Perhaps Ben just wasn't supportive enough: maybe with this lady, Ben could try again and make things work?

…_and why am I even thinking about stuff like that?, _Ben thought as he focused on the task at hand. _Yeah, she's pretty and all, but I run into pretty girls every single day who DON'T steal my mask on our first meeting. Plus there's that off-chance that she might not even be legal with that voice of hers. _Hearing his quarry's jet engines get closer, the Scarlet Spider tensed up and prepared to lunge out at the thief that was now at the forefront of his mind.

It wasn't until the woman's unique rose-like odor that permeated from her body during their initial encounter entered Ben's nostrils, that he realized that the reason the woman wasn't turning the corner was because she was now directly next to him, hovering in front of him with that same gentle, innocent look in her eyes that caught his attention at the Chrysler building. Ben tensed up to jump away, but the woman was quicker, placing her hands on his hoodie and pulling it down to reveal his face.

"…you're so handsome," she whispered in astonishment as her cheeks turned red, something that didn't escape Ben's attention. There was an off-chance that this was one of those seduction methods that succubi were notorious for, but as the woman placed her hand on his cheek, Ben also noticed that his Spider-Sense wasn't going off: something that definitely would have happened if she was trying to drain his energy as every other time he'd been brainwashed, his Spider-Sense would still be active.

"You have very pretty eyes…I could stare at those hazel jewels for eternity and not get bored." Stroking Ben's cheek while pressing her hand against his chest, the woman smile widened. "Your heart is racing just like mine is…that means that you feel the same way I do."

"If you mean that you're kind of winded because we just cleared almost twenty city blocks in the course of five minutes on a moment's notice…then yeah, I feel the same way you do." Ben added as he felt the woman's breath against his face. Everything he had heard about succubi told him that he was in a very bad position, and he knew that he wasn't under any spell because he could still think clearly. _So why am I letting this girl get so close to me…and why does it feel so right?_

Brushing back her long hair, the woman pressed her soft body against the Scarlet Spider and gently kissed him on the cheek. _For a demon specializing in sex, this lady definitely seems to be more into the romancing part of things. Maybe she's my type, after all, _Ben thought as he allowed the succubus to run her hands through his hair while he carefully lifted his hand to reach the mask that was sitting between her breasts. _Still, business before pleasure…_

Just as Ben was about to finally reach his mask and clear the silly game that the succubus implemented on a moment's whim, the lavender-haired beauty's lips parted with his cheek and pulled away just in time to push Ben's hand away. "Okay," the woman said gleefully before pushing the mask deeper between her breasts and giving Ben a flirtatious wink. "Time in! You've still gotta catch me!"

"Oh….OH, I get it," Ben blurted out as he lifted his hand to fire off an Impact Web, hoping to pin the succubus against the neighboring building. As the woman deftly evaded the ball and watched it explode against the window before jetting off, the Scarlet Spider pulled his hoodie back over his head and shouted after her. "You make the goo-goo eyes at me because you know you've got all the looks the men go crazy for! Well…well I'm not that shallow!"

"Oh, I know that, silly," the succubus shouted back as Ben watched her fly into the distance. "I just did that because I thought you were irresistible lying in wait for me like that!" Lifting her hand to wave goodbye, Lilith increased speed as Ben resumed web-swinging after her. "Come on, slowpoke! The night's still young and there's plenty of time left for us to play!"

_Yeah…but you're dreaming if you think that finding me irresistible was going to make me let my guard down completely, _Ben mused as the nagging feeling of his Spider-Sense entered his attention and allowed him a smile. _While you were putting the moves on me, I slapped a Spider-Tracer on you so that I can follow you no matter where you try and run. Now I can get my mask back at my leisure._

Once he was certain that the succubus was oblivious to the Spider-Tracer, Ben swung to a rooftop and landed gracefully before standing back up and giving him a chance to plot his next move. If the lady was really giving Ben a headache, he could have enlisted the aid of any number of superhero teams in the area, from the New Warriors to the Avengers. An even easier way of dealing with it would be to call Peter and use their considerable cleverness to outsmart her.

But despite knowing that his mask was now in her hands, and she had seen his true face…Ben was not all that upset. In fact, for the most part he was genuinely enjoying the chase that the succubus had put him through. Being that she had triggered his Spider-Sense only once, it was quite obvious that she had no intention of harming him. The chase was nothing more than a harmless game of tag, and it didn't sit right with him if he called for help and ruined it for the participants.

_The best thing to do is to keep playing her game until I win, _Ben concluded as he reached into his belt and change his web cartridges. _Peter told me about how he'd always play games like this with Black Cat, and how for a while those games evolved into something even greater. Now I'm starting to see why he thinks so fondly of those memories even though he's married to Mary Jane. This entire experience…is actually kinda therapeutic._

Once his web shooters were armed and reloaded, Ben stretched out one last time before focusing on his Spider-Sense. Once he felt the mild tingling focus in a specific direction, the Scarlet Spider turned eastward, towards Liberty Island and the Statue of Liberty, where a small sparkling light made its way towards the top of the statue. "So, that's where you want me to go," Ben said with a smirk before vaulting off of the roof and firing off another webline. "Consider the invitation accepted, gorgeous: I haven't paid the old Lady Liberty a visit in a while anyway!"

Thirty minutes later, Ben reached the top of the head of the statue of liberty, where his Spider-Tracer was reacting the strongest. Carefully and quietly crawling up the statue's crown, the Scarlet Spider looked down and saw the succubus sitting at the other end of the head, humming something happily as she ran her fingers through the mask that she had pilfered. _Seems a little bit too easy, all things considering, _he thought as he continued to keeps his hands and legs to the ground, stealthily crawling closer and closer to his quarry. _Maybe this is just another illusion to throw me off the scent...but then the Spider-Tracer wouldn't be reacting. That's definitely the real deal._

"Scarlet Spider, Scarlet Spider, he's so sweet like apple cider," the succubus sang sweetly as she held the mask up. "Can he swing, from a thread? Yes he can, to my bed. Look out…here comes the Scarlet Spider…"

_Man, is that how the theme song sounds like to strangers? _Ben thought as he reached out to fire a strand of web. _The lyrics don't even match up! If she's going to give me my own theme song to separate from Peter, I'd at least like something that doesn't sound so awkward! _Firing off a web line, the Scarlet Spider finally caught the succubus in the back and gave his line a swift yank to pull her away from the edge and onto the center of the statue's head. "Finally got you," he exclaimed as he leapt into the air and landed right over the demoness' form, like his namesake would position itself over its prey. "I believe you have something of mine, and I'd like it back!"

"Hmhmhmhm…I don't know what you're talking about," the succubus said with a giggle as her eyes drifted upward, looking as innocent as she could but failing miserably now that she had been caught red-handed. Putting the mask behind her back, the purple-haired beauty smiled mischievously. "You must have me confused with some other girl who thinks you're insanely hot."

"Oh, trying to be cute, huh?" Ben spat back before lifting his hands. "Well, ve have vays of making you talk!" Thrusting his hands down so that his fingers were underneath her arms, Ben started to move them up and down her body, causing her to laugh uncontrollably in the face of his tickle torture. "You ever had a spider skitter up your body? It's hard to sit still, isn't it!

"HAHAHAHA! HAHAHA STOP IT," the succubus sputtered out as Ben "mercilessly" implemented his torture, making it very difficult for her to do much of anything except laugh. Unable to control herself any longer, the lavender-haired beauty lifted her arms in an attempt to free herself from the Scarlet Spider's tickling, revealing the mask that she had been trying to keep from him. "I give…I GIVE!"

"See? That wasn't so hard, was it?" Ben immediately pulled his hands back and allowed the succubus a chance to breathe while taking the mask she so graciously returned to him. Rather than put it back on, however, he noticed that they were completely alone, and being that she had already seen his face, there really wasn't any point in hiding it from her. Tucking his mask inside of his sweatshirt instead, Ben pulled down his hoodie and let his hair loose. "Now…how about you start telling me just what that was all about, taking what doesn't belong to you. Who the heck are you anyway?"

The succubus did not answer immediately, instead looking up at the wall-crawler that had finally caught him in his web. However, she clearly wasn't upset or angry: she had the exact same gentle gaze in her red eyes she sported when she cornered Ben at the side of the building. _Looks like the Spider-Charm is still in perfect working order, _Ben mused as he felt his own cheeks grow hot. Realizing that he was still hovering over her, the Scarlet Spider stood back up and helped the succubus back onto her feet. _Either that or she does one heck of a job pretending it does!_

"…Pe-er, one of the other heroes told me that there's someone who looks just like you fighting bad guys," Ben began, correcting himself before he inadvertently leaked the identity of his "brother" Peter. "They told me her name is Morrigan. Is there any relationship?"

"I'm her clone."

The words coming from her lips hit Ben like a slap in the face. There were many tales of "fated encounters" throughout storybooks, but what were the odds of running into someone who was in the exact same predicament as he was? "My name is Lilith Aensland…my 'big sister' Morrigan is letting me borrow some of her power so I can experience what it's like to be a grown-up, instead of just being her shadow. As long as I can remember, all I've wanted is an identity of my own…surely you know what that feels like!"

"…so that means you know that I'm a clone too?" Ben replied after a pause, still astonished at how destiny had woven them together. "How?"

"That's how I was drawn to you in the first place," Lilith replied with a gentle smile as she slowly walked closer to Ben. "When my big sister gave me this form, she said that I should discover for myself my place in this world. The first thing I did was see if there were any others like me…and then I found you, so accepting of the fate given to us as clones, so ready to find your place as an individual."

"And that's why you took my mask," Ben added, still a bit annoying that all of the hard work he put into maintaining his secret identity was put in jeopardy because of a single woman…even if he did admit that she was a total babe. "You know, if you wanted to play tag, all you had to do was say so. I had nothing better to do this evening, after all…"

"I needed to do that…so I could be sure that my instincts were correct."

"Your instincts? You mean if whether or not I was a clone?"

As soon as she was within arm's reach, Lilith outstretched her arms and slowly embraced the wall-crawler, pressing her chest against his so that they could exchange heartbeats. This time, Ben did not ignore the emotions welling up inside him, and returned the embrace while the succubus continued speaking. "I wanted to be sure that you were my soul mate. We have so much in common…and now that we've played together, I'm sure that this is destiny." Lifting her head so that her crimson eyes could meet Ben's hazel eyes, her voice fell to a hushed whisper. "We're kindred spirits…and that means that we should be together…for the rest of eternity."

"Heh…do you say this to every guy who you think might make a good snack?" Ben joked.

"I don't want your life energy," Lilith replied as the Scarlet Spider felt her breath against him. "I want **you**: you're always willing to put your life on the line for others, and you're kind and strong even when you know that you're living someone else's life…I want to be next to you forever…so you can teach me how to be as kind as you, so I can help people and be a hero and make my own mark in this world!"

Once again, Ben remained vigilant while looking into her eyes. If this was a succubus trick, then his Spider-Sense would have gone off the moment she embraced him. But it hadn't, which meant that everything she was saying was from the heart. Lilith might have seen herself as nothing more than a fragment of someone else's soul, but it was obvous to Ben that her own soul was every bit as unique and valuable as his own. _A moment ago, I was comparing her to Black Cat…but I don't think that's accurate, _he thought as he looked down to her lips to see that they were getting closer to him. _With the way her eyes shine with hope and innocence…she's much more like Gwen…_

Though Peter Parker had other relationships in the past, the name "Gwen Stacy" rang loud and true in both Peter and Ben's memories as "that girl." If not for her murder at the hands of their arch-nemesis Norman Osborn, the maniacal Green Goblin, there was little doubt in either of their minds that she would have been the one Peter Parker married instead of Mary Jane Watson. For this woman to bring back memories of both the clone and original's first true love was no easy feat.

Ben had already lost Gwen, and then lost Janine…how could he possibly let a third love get away?

No sooner had Ben accepted that he was going to kiss her, his Spider-Sense suddenly hit him hard like a sledgehammer as the smell of smoke entered his nostrils. For a moment he thought that the succubus was showing her true colors, but that idea quickly went out the window when the night sky suddenly became filled with explosions, with loud booms to match. "What the heck!" Ben exclaimed. "What's going on!"

"You're waking up," Lilith explained, tightening her embrace as a particularly loud explosion went off. "Don't you remember? We were all fighting Onslaught and you were knocked out by one of his Sentinels. Me and some of the others were protecting you, but then I got beat up, too. They laid me down next to you…and I entered your dreams so that I could get re-stimulated."

"Y-yeah…that explains why I have my mullet again despite the fact that I cut and bleached my hair months ago," Ben reasoned as the sky around them brightened with an intensifying light. "So all of that chase stuff, everything you just said…was that all just to buy some time so we could both get back to battle?"

"Please don't hate me," Lilith cried, burying her head in Ben's chest. "Everything I said was true. I really do want to be with you forever! That's why we need to wake up now…so that we can stop Onslaught from keeping us apart…and stop him from ruining the lives of everyone else!"

Seeing a tear well up in the woman's eyes, Ben quickly moved his hand to wipe it away, causing Lilith to look back up at him. "Don't look now, kiddo, but all of the stuff you wanted me to show you about being a hero? You just said the magic words." Realizing that time was growing short, Ben placed her hand under Lilith's chin and pulled her closer. "Let's both get out of this in one piece…then we can find our place in the world together!"

The last thing Ben felt before he opened his eyes to the sight of the battlefield he had left behind…was the lavender-haired beauty passionately kissing him, telling him that whatever happened when they re-entered the fight with Onslaught, she was happy to have had such an amazing dream with him. Mary Jane once told Peter, upon their first meeting, that he had hit the jackpot…but Ben Reilly wasn't much of a gambling man, for he KNEW that with Lilith, he had struck gold.


End file.
